SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB/A
(Mark One)

     [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

          For the Fiscal Year Ended December 31, 2004

                                       OR

     [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

Commission File No. 0-27609

                         MONET ENTERTAINMENT GROUP, LTD.
                 ----------------------------------------------
                 (Name of Small Business Issuer in its charter)

                Colorado                                          84-1391993
        ------------------------                             -------------------
        (State of incorporation)                                (IRS Employer
                                                             Identification No.)
    222 Milwaukee Street, Suite 304
           Denver, Colorado                                         80206
---------------------------------------                            --------
(Address of Principal Executive Office)                            Zip Code

Registrant's telephone number, including Area Code: (303) 329-3479 Securities
registered pursuant to Section 12(b) of the Act: None Securities registered
pursuant to Section 12(g) of the Act:

                                  Common Stock
                                (Title of Class)

Check whether the Registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the Registrant was required to file such
reports) and (2) has been subject to such filing requirements for the past 90
days.
                                 YES [X] NO [ ]

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

The Company's revenues for the most recent fiscal year were $0.
                                                            ---
The aggregate market value of the voting stock held by non-affiliates of the
Company on March 3, 2005, was $0.00.

As of March 3, 2004 the Company had 5,000,000 issued and outstanding shares of
common stock.


<PAGE>



EXPLANATORY NOTE ON AMENDMENT

This Amendment has been filed to revise Item 1 Description of Business, Item 7
Financial Statements and Item 13 Exhibits and Reports on Form 8-K to file newly
dated Financial Statement Certifications.


ITEM 1. DESCRIPTION OF BUSINESS

Monet Entertainment Group, Ltd., (the "Company") was formed in 1996 in order to
finance the production of low budget feature length motion pictures and a
variety of other entertainment projects including documentaries, video
recordings and musical recordings.

The Company, as a result of a routine regulatory review of its financial
statements by the Securities and Exchange Commission, management has revised the
accompanying financial statements to present the Company as a development stage
enterprise in accordance with the standards of financial and reporting that
apply to development stage enterprises.





<PAGE>

ITEM 7. FINANCIAL STATEMENTS



                         MONET ENTERTAINMENT GROUP, LTD.
                          (A Development Stage Company)
                          Index to Financial Statements




                                                                            Page
                                                                            ----



Report of Independent Registered Public Accounting Firm....................  F-2

Balance Sheet at December 31, 2004.........................................  F-3

Statements of Operations for the years ended
     December 31, 2004 and 2003, and the period from
         September 20, 1996 (Inception) through December 31, 2004..........  F-4

Statement of Changes in Shareholders' Deficit for the period from
         September 20, 1996 (Inception) through December 31, 2004..........  F-5

Statements of Cash Flows for the years ended
     December 31, 2004 and 2003, and the period from
         September 20, 1996 (Inception) through December 31, 2004..........  F-6

Notes to Financial Statements..............................................  F-7







<PAGE>




             Report of Independent Registered Public Accounting Firm


The Board of Directors
Monet Entertainment Group, Ltd.:


We have audited the accompanying balance sheet of Monet Entertainment Group,
Ltd. (a Development Stage Company) as of December 31, 2004, and the related
statements of operations, changes in shareholders' deficit, and cash flows for
years ended December 31, 2004 and 2003, and for the period from September 20,
1996 (Inception) through December 31, 2004. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Monet Entertainment Group, Ltd.
as of December 31, 2004, and the results of its operations and its cash flows
for each of the years ended December 31, 2004 and 2003, and for the period from
September 20, 1996 (Inception) through December 31, 2004 in conformity with
generally accepted accounting principles in the United States.

As described in Note 6 to the financial statements, management has determined
that the Company is in the development stage as a result of a regulatory review
during the current year. Accordingly, the financial statements have been
restated to present the disclosure required by development stage enterprises.



/s/ Cordovano and Honeck, LLP
-----------------------------
Cordovano and Honeck, LLP
Denver, Colorado
February 15, 2004, except as to Notes 1, 2, 5 and 6 which is July 26, 2005



                                      F-2

<PAGE>

                         MONET ENTERTAINMENT GROUP, LTD.
                          (A Development Stage Company)
                                  Balance Sheet
                                December 31, 2004



                                     Assets

Cash ...............................................................   $  7,112
                                                                       --------

                   Total assets ....................................   $  7,112
                                                                       ========

                     Liabilities and Shareholders' Deficit

Liabilities:
    Accounts payable:
       Trade creditors .............................................   $    700
       Due to related party (Note 2) ...............................      6,739
                                                                       --------

                   Total liabilities ...............................      7,439
                                                                       --------

Shareholders' deficit:
    Preferred stock , no par value; authorized 25,000,000 shares,
       issued and outstanding, -0- shares ..........................         --
    Common stock , no par value; authorized 25,000,000 shares,
       issued and outstanding, 5,000,000 shares ....................      9,919
    Additional paid-in capital .....................................     25,123
    Deficit accumulated during the development stage................    (35,369)
                                                                       --------

                   Total shareholders' deficit .....................       (327)
                                                                       --------

                   Total liabilities and shareholders' deficit .....   $  7,112
                                                                       ========






                 See accompanying notes to financial statements
                                      F-3
<PAGE>

<TABLE>
<CAPTION>


                         MONET ENTERTAINMENT GROUP, LTD.
                          (A Development Stage Company)
                            Statements of Operations

                                                                                September 20,
                                                                                    1996
                                                                                 (Inception)
                                                                                   through
                                                      Years Ended December 31,   December 31,
                                                     --------------------------  ------------
                                                        2004            2003         2004
                                                     ----------     -----------  ------------
                                                                                  (Restated)
<S>                                                 <C>             <C>          <C>
Costs and expenses:
    General and administrative expenses ........    $     4,890     $     3,020  $   (37,466)
                                                    -----------     -----------  ------------

               Total expenses ..................         (4,890)         (3,020)     (37,466)

Other income (expense):
    Miscellaneous income (Note 3) ..............             --           2,051        8,225
    Interest income ............................             73              77          194
    Impairment loss (Note 1) ...................             --            (115)      (5,115)
                                                    -----------     -----------  ------------

               Loss before
                 income taxes ..................         (4,817)         (1,007)     (34,162)

    Income tax provision .......................             --              --       (1,207)
                                                    -----------     -----------  ------------

               Net loss ........................    $    (4,817)    $    (1,007) $   (35,369)
                                                    ===========     ===========  ============

Basic and diluted loss per share ...............    $     (0.00)    $     (0.00)
                                                    ===========     ===========

Weighted average common shares outstanding .....      5,000,000       5,000,000
                                                    ===========     ===========
</TABLE>


                 See accompanying notes to financial statements
                                      F-4



<PAGE>
<TABLE>
<CAPTION>

                         MONET ENTERTAINMENT GROUP, LTD.
                          (A Development Stage Company)
                  Statement of Changes in Shareholders' Deficit
                                   (Restated)

                                                                                                 Deficit
                                                                                               accumulated
                                                               Common Stock       Additional     during
                                                         -----------------------    paid-in    development
                                                           Shares        Amount     capital       stage         Total
                                                         ----------   ----------   ----------   ----------    ----------
<S>                                                      <C>          <C>          <C>          <C>           <C>
Balance at September 20, 1996
    (Inception date) .................................           --   $       --   $       --   $       --    $       --
September 1996, shares issued in exchange
    for interest in motion picture at $0.002 per share    2,295,000        5,000           --           --         5,000
October 1996, shares issued in exchange
    for common stock of Energy Acquisition
       at $.0002 per share ...........................      500,000          115           --           --           115
December 1996, shares issued in exchange
    officer compensation at $0.002 per share .........    1,305,000        3,004           --           --         3,004
December 1996, sale of common stock
    at $0.002 per share ..............................      900,000        1,800           --           --         1,800
Net loss .............................................           --           --           --       (2,843)       (2,843)
                                                         ----------   ----------   ----------   ----------    ----------

Balance at December 31, 1996 .........................    5,000,000        9,919           --       (2,843)        7,076
                                                         ----------   ----------   ----------   ----------    ----------

Balance at December 31, 1997 .........................    5,000,000        9,919           --       (2,843)        7,076
                                                         ----------   ----------   ----------   ----------    ----------

Balance at December 31, 1998 .........................    5,000,000        9,919           --       (2,843)        7,076
                                                         ----------   ----------   ----------   ----------    ----------

Balance at December 31, 1999 .........................    5,000,000        9,919           --       (2,843)        7,076
                                                         ----------   ----------   ----------   ----------    ----------

Balance at December 31, 2000 .........................    5,000,000        9,919           --       (2,843)        7,076
                                                         ----------   ----------   ----------   ----------    ----------
Contributed capital (Note 2) .........................           --           --       25,123           --        25,123
Net loss .............................................           --           --           --      (25,123)      (25,123)
                                                         ----------   ----------   ----------   ----------    ----------

Balance at December 31, 2001 .........................    5,000,000        9,919       25,123      (27,966)        7,076
Net loss .............................................           --           --           --       (1,579)       (1,579)
                                                         ----------   ----------   ----------   ----------    ----------

Balance at December 31, 2002 .........................    5,000,000        9,919       25,123      (29,545)        5,497
Net loss .............................................           --           --           --       (1,007)       (1,007)
                                                         ----------   ----------   ----------   ----------    ----------

Balance at December 31, 2003 .........................    5,000,000        9,919       25,123      (30,552)        4,490
Net loss .............................................           --           --           --       (4,817)       (4,817)
                                                         ----------   ----------   ----------   ----------    ----------

Balance at December 31, 2004 .........................    5,000,000   $    9,919   $   25,123   $  (35,369)   $     (327)
                                                         ==========   ==========   ==========   ==========    ==========
</TABLE>








                 See accompanying notes to financial statements
                                       F-5


<PAGE>
<TABLE>
<CAPTION>
                         MONET ENTERTAINMENT GROUP, LTD.
                          (A Development Stage Company)
                            Statements of Cash Flows

                                                                                 September 20,
                                                                                    1996
                                                                                 (Inception)
                                                                                   through
                                                        Years Ended December 31, December 31,
                                                        ------------------------ --------------
                                                             2004        2003        2004
                                                          ---------   ---------  --------------
                                                                                   (Restated)
<S>                                                       <C>         <C>         <C>
Cash flows from operating activities:
    Net loss ..........................................   $ (4,817)   $ (1,007)   $   (35,369)
    Adjustments to reconcile net loss to net
      cash provided by operating activities:
        Contributed capital (Note 2) ..................         --          --         25,123
        Stock based compensation (Note 2) .............         --          --          3,004
        Impairment loss (Note 1) ......................         --         115          5,115
        Changes in operating liabilities:
            Accounts payable ..........................        700      (2,797)           700
                                                          --------    --------    -----------

                Net cash used in
                  operating activities ................     (4,117)     (3,689)        (1,427)
                                                          --------    --------    -----------

Cash flows from financing activities:
    Proceeds from related party advances (Note 2) .....      4,190       4,510          8,700
    Proceeds from sale of common stock (Note 2) .......         --          --          1,800
    Payments to related party advances (Note 2) .......     (1,961)         --         (1,961)
                                                          --------    --------    -----------

                Net cash provided by
                  financing activities ................      2,229       4,510          8,539
                                                          --------    --------    -----------

                Net change in cash and
                  cash equivalents ....................     (1,888)        821          7,112

Cash and cash equivalents:
    Beginning of period ...............................      9,000       8,179             --
                                                          --------    --------    -----------

    End of period .....................................   $  7,112    $  9,000    $     7,112
                                                          ========    ========    ===========

Supplemental disclosure of cash flow information:
  Cash paid during the year for:
      Income taxes ....................................   $     --    $  1,207    $     1,207
                                                          ========    ========    ===========
      Interest ........................................   $     --    $     --    $        --
                                                          ========    ========    ===========

    Noncash investing and financing transactions:
      Acquisition of interest in motion picture .......   $     --    $     --    $     5,000
                                                          ========    ========    ===========
      Investment in common shares of Energy Acquisition   $     --    $     --    $       115
                                                          ========    ========    ===========
</TABLE>


                 See accompanying notes to financial statements
                                       F-6


<PAGE>
                         MONET ENTERTAINMENT GROUP, LTD.
                          (A Development Stage Company)
                          Notes to Financial Statements


(1)  Summary of Significant Accounting Policies

Organization and Basis of Presentation

Monet Entertainment Group, Ltd. (The "Company") was formed on September 20, 1996
in Colorado. The purpose of the Company was to engage in two pursuits within the
entertainment industry which involve developing a unique "completion guarantee"
to assure the completion of selected projects and developing a financing program
for full length motion pictures.

Use of Estimates

The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid securities with original maturities of
three months or less when acquired to be cash equivalents. Cash equivalents at
December 31, 2004, were approximately $-0-.

Impairment of Long-Lived Assets

In accordance with Statement of Financial Accounting Standards (SFAS) No. 144,
Accounting for the Impairment or Disposal of Long-Lived Assets, the Company
evaluates their long-lived assets (excluding the full cost pool), including
related intangibles of identifiable business activities for impairment when
events or changes in circumstances indicate, in management's judgment, that the
carrying value of such assets may not be recoverable. The determination of
whether impairment has occurred is based on management's estimate of
undiscounted future cash flows attributable to the assets as compared to the
carrying value of the assets. If impairment has occurred, estimating the fair
value for the assets and recording a provision for loss if the carrying value is
greater than fair value determine the amount of the impairment recognized. For
assets identified to be disposed of in the future, the carrying value of these
assets are compared to the estimated fair value less the cost to sell to
determine if impairment is required. Until the assets are disposed of, an
estimate of the fair value is re-determined when related events or circumstances
change.

The Company has exchanged shares of its common stock for shares of Series C
common stock of Energy Acquisition Companies, Inc. (Energy), a New York
Corporation. The exchange, which was effective on October 7, 1996, (the date the
Certificate of Share Exchange was filed by the Colorado Secretary of State and
by New York Department of State), resulted in the exchange of 115,531 shares of
Energy Acquisition Companies, Inc. Series C, Par Value $0.001 Common Stock for
500,000 shares of Monet Entertainment Group, Ltd. Common Stock. The 115,531
shares of Energy Acquisition Companies, Inc. common stock received by Monet
represented less than one percent of Energy's outstanding shares. The 500,000
shares of Monet common stock surrendered to Energy represents eleven percent of
the Company's outstanding common stock, and two percent of its authorized stock.
During the year ended December 31, 2003, management determined the investment to
be impaired, since Energy is no longer in operations. An impairment loss of $115
is reflected in the accompanying financial statements.


                                      F-7
<PAGE>

                         MONET ENTERTAINMENT GROUP, LTD.
                          (A Development Stage Company)
                          Notes to Financial Statements


Income Taxes

The Company accounts for income taxes under the provisions of Statement of
Financial Accounting Standards No. 109, Accounting for Income Taxes (SFAS 109).
SFAS 109 requires recognition of deferred tax liabilities and assets for the
expected future tax consequences of events that have been included in the
financial statements or tax returns. Under this method, deferred tax liabilities
and assets are determined based on the difference between the financial
statement and tax bases of assets and liabilities using enacted tax rates in
effect for the year in which the differences are expected to reverse.

Revenue Recognition

Revenue from consulting services is recognized as the services are provided.

Financial Instruments and Concentration of Credit Risk

At December 31, 2004, the fair value of the Company's financial instruments
approximate their carrying value based on their terms and interest rates.

Earnings (loss) per Common Share

The Company reports loss per share using a dual presentation of basic and
diluted loss per share. Basic loss per share excludes the impact of common stock
equivalents. Diluted loss per share utilizes the average market price per share
when applying the treasury stock method in determining common stock equivalents.
At December 31, 2004, there were no variances between the basic and diluted loss
per share as there were no potentially dilutive securities outstanding.

(2)  Related Party Transactions

During the years ended December 31, 2004 and 2003, Regatta Capital Ltd., a
company owned by the president of the Company, advanced $4,190 and $4,510 to the
Company to pay for certain expenses. A repayment of $1,961 was made during the
year ended December 31, 2004. At December 31, 2004, the Company was indebted to
Regatta Capital, Ltd in the amount of $6,739.

During the year ended December 31, 2001, Regatta Capital Ltd., contributed
$25,123, to pay for certain expenses on behalf of the Company. This amount is
reflected in the accompanying financial statement as a credit to additional
paid-in capital.

In 1996 three former officers of the Company each received 435,000 shares of
common stock for services rendered valued at $0.002 per share. In 1998 and 1999
all of these shares were purchased by the president of the Company.

In October 1996, the Company issued 500,000 shares of common stock in exchange
for 115,531 common shares of Energy Acquisition Companies, Inc. ("EAC"), a
company under common control. The shares that the Company owns represents less
that one percent of EAC's issued and outstanding common stock.

In 1996, the president of the Company purchased 25% interest in a feature-length
motion picture for $25,000. In September 1996, the president conveyed a 5%
interest in the film to the Company in exchange for 2,295,000 shares of common
stock.



                                      F-8
<PAGE>

                         MONET ENTERTAINMENT GROUP, LTD.
                          (A Development Stage Company)
                          Notes to Financial Statements



(3)  Miscellaneous Income

The Company earned miscellaneous consulting fees for work unrelated to its
principal business purpose. Miscellaneous income totaled $-0- and $2,051 for the
years ended December 31, 2004 and 2003, respectively.

(4)  Income Taxes

During the years ended December 31, 2004 and 2003, there were no temporary
differences between the recognition of certain expense items for income tax
purposes and financial reporting purposes.

A reconciliation of the U.S. statutory federal income tax rate to the effective
tax rate is as follows:

                                                    December 31,,
                                             ---------------------------
                                                2004           2003
                                             ------------  -------------
U.S. statutory federal rate.................      15.00%         15.00%
State income tax rate.......................       3.94%          3.94%
Net operating loss for which no tax
   benefit is currently available...........     -18.94%        -18.94%
                                             ------------  -------------
                                                   0.00%          0.00%
                                             ============  =============


At December 31, 2004, the Company has a net operating loss carryforward for
federal income tax purposes of approximately $5,824, which was fully allowed for
in the valuation allowance of $5,824. The valuation allowance offsets the net
deferred tax asset for which there is no assurance of recovery. The change in
the valuation allowance for the year ended December 31, 2004 was $4,817. Due to
the uncertainty of the ultimate utilization of the net operating loss
carryforward, no tax benefit for losses has been provided by the Company in the
accompanying financial statements. The net operating loss carryforward will
expire through the year 2024.

(5)  Capital Stock

In 1996, the Company sold 900,000 shares of its common stock to unrelated third
parties. The shares were valued at $0.002 per share.

(6)  Change to Prior Financial Statements

As a result of a routine regulatory review of its financial statements by the
Securities and Exchange Commission, management has revised the accompanying
financial statements to present the Company as a development stage enterprise in
accordance with Statement No. 7. Statement No. 7 specifies the standards of
financial and reporting that apply to development stage enterprises.

The following statements have been revised to disclose that the accompanying
financial statements are those of a development stage enterprise. Note 1 to the
financial statements has been revised to describe the Company's development
stage activities. In addition, the Company revised its financial statements to
1) Present in its balance sheet the descriptive caption "Deficit accumulated
during the development stage" recording cumulative net losses; 2) Include
cumulative amounts from its inception in the statements of operations and cash
flows; 3) Present from inception the changes in shareholders' deficit; and 4)
Present for each issuance, (a) the date and number of shares of stock issued for
cash and other consideration, (b) the dollar amount per share assigned to the
consideration received for shares of stock and (c) for each issuance involving
noncash consideration, the nature of noncash consideration and the basis for
assigning amounts.


                                      F-9
<PAGE>

                         MONET ENTERTAINMENT GROUP, LTD.
                          (A Development Stage Company)
                          Notes to Financial Statements


The Company revised its financial statements to add the disclosure required by
Statement No. 7 and has not corrected any previously reported amounts or changed
any previously reported disclosures.










                                      F-10

<PAGE>




ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits


 3.1     Articles and Bylaws (1)
31.1     Sarbanes Oxley Section 302 Certification
31.2     Sarbanes Oxley Section 302 Certification
32.1     Sarbanes Oxley Section 906 Certification



(1) Incorporated by reference, and as same exhibit number, from the Company's
Registration Statement on Form 10-SB (Commission File Number 0-27609).

(b) The Company did not file any reports on Form 8-K during the quarter ending
December 31, 2004.


                                   SIGNATURES


         In accordance with Section 13 or 15(a) of the Exchange Act, the
Registrant has caused this Amended Report to be signed on its behalf by the
undersigned, thereunto duly authorized on the 2nd day of August 2005.

                         MONET ENTERTAINMENT GROUP, LTD.


                                       /s/ Stephen D. Replin
                                       -----------------------------------------
                                       Stephen D. Replin, President, Chief
                                       Executive Officer and Principal Financial
                                       Officer


     In accordance with the Exchange Act, this Report has been signed by the
following persons on behalf of the Registrant in the capacities and on the dates
indicated.


Signature                         Title                       Date
---------                         -----                       ----

/s/ Stephen D Replin
---------------------
Stephen Replin                  Director               August 2, 2005








<PAGE>